0001181431-12-065060.txt : 20121217
0001181431-12-065060.hdr.sgml : 20121217
20121217144209
ACCESSION NUMBER: 0001181431-12-065060
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20121215
FILED AS OF DATE: 20121217
DATE AS OF CHANGE: 20121217
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BATY JOSEPH W
CENTRAL INDEX KEY: 0001263696
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-14608
FILM NUMBER: 121268365
MAIL ADDRESS:
STREET 1: 2002 SOUTH 5070 WEST
CITY: SALT LAKE CITY
STATE: UT
ZIP: 84104-4726
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: SCHIFF NUTRITION INTERNATIONAL, INC.
CENTRAL INDEX KEY: 0001022368
STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-GROCERIES & RELATED PRODUCTS [5140]
IRS NUMBER: 870563574
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1215
BUSINESS ADDRESS:
STREET 1: 2002 SOUTH 5070 WEST
CITY: SALT LAKE CITY
STATE: UT
ZIP: 84104-4726
BUSINESS PHONE: 8019755000
MAIL ADDRESS:
STREET 1: 2002 SOUTH 5070 WEST
CITY: SALT LAKE CITY
STATE: UT
ZIP: 84104-4726
FORMER COMPANY:
FORMER CONFORMED NAME: WEIDER NUTRITION INTERNATIONAL INC
DATE OF NAME CHANGE: 19960906
4
1
rrd363709.xml
FORM 4
X0306
4
2012-12-15
1
0001022368
SCHIFF NUTRITION INTERNATIONAL, INC.
SHF
0001263696
BATY JOSEPH W
2002 S 5070 W
SALT LAKE CITY
UT
84104-4726
0
1
0
0
Executive VP & CFO
CLASS A COMMON STOCK
2012-12-15
4
U
0
325502
42
D
0
D
STOCK OPTION (RIGHT TO BUY)
11.05
2012-12-17
4
D
0
190000
D
CLASS A COMMON STOCK
190000
0
D
These shares of Class A common stock of the Issuer were tendered to Ascot Acquisition Corp. ("Purchaser") pursuant to Purchaser's offer to purchase all of the outstanding shares of Class A common stock and Class B common stock of the Issuer at a cash purchase price of $42.00 per share, without interest and less any applicable withholding taxes, subject to the terms described in the Offer to Purchase filed with the Securities and Exchange Commission on November 27, 2012.
Includes 119,938 Shares issued upon the settlement of restricted stock units awarded to the Reporting Person under the Issuer's 2004 Incentive Award Plan, as amended, pursuant to that certain Agreement and Plan of Merger by and among the Issuer, Reckitt Benckiser LLC, Purchaser, and Reckitt Benckiser Group plc, dated November 21, 2012 (the "Merger Agreement").
In connection with the Merger Agreement, each option to purchase shares of Class A common stock of the Issuer that had not been exercised and tendered into the tender offer was fully accelerated (to the extent not already vested) as of the Offer Acceptance Time (as defined in the Merger Agreement), cancelled in the Merger (as defined in the Merger Agreement) and converted into the right to receive a cash payment equal to the excess of $42.00 over the exercise price per share previously subject to such option multiplied by the number of shares previously subject to such option (without interest and less any applicable withholding tax).
/s/ Joseph W. Baty
2012-12-17